Actions with Respect to Financing. (a) Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Debt Financing on the terms and conditions set forth in the Debt Commitment Letter, including by using reasonable best efforts to (i) maintain in effect the Debt Commitment Letter on the terms and conditions set forth in the Debt Commitment Letter (or on terms not materially less favorable, in the aggregate, to the Purchaser, taken as a whole (including with respect to the conditionality thereof), than the terms and conditions in the Debt Commitment Letter), (ii) negotiate definitive agreements with respect to the Debt Financing on terms and conditions (including, as necessary, the “flex” provisions contained in any fee letter) contemplated by the Debt Commitment Letters (any such agreements, the “Debt Financing Agreements”), (iii) ensure the accuracy of all representations and warranties of Purchaser set forth in the Debt Commitment Letter or Debt Financing Agreements, (iv) comply with all covenants and agreements of Purchaser set forth in the Debt Commitment Letter or Debt Financing Agreements, (v) satisfy on a timely basis all conditions applicable to the Debt Financing set forth in the Debt Commitment Letter or Debt Financing Agreements, and (vi) upon satisfaction of such conditions and the other conditions set forth in Section 6.1 and Section 6.2 and (other than those conditions that by their nature are to be satisfied at the Closing, subject to the fulfillment or waiver of those conditions), consummate the Debt Financing at or prior to the Closing (and in any event prior to the Termination Date). Notwithstanding anything to the contrary contained herein, Purchaser shall have no obligation to formally seek to enforce its rights under the Debt Commitment Letter or any Debt Financing Agreement (including any obligation to file suit against the lenders thereunder).
(b) Purchaser shall promptly inform Chemtura in reasonable detail regarding all material activity and timing considerations concerning the Debt Financing, including any material adverse change with respect to the Debt Financing. Without limiting the foregoing, Purchaser agrees to notify Chemtura promptly, and in any event within two (2) Business Days, if at any time prior to the Closing Date (i) the Debt Commitment Letter is terminated for any reason, (ii) Purchaser becomes aware of any material bre...
Actions with Respect to Financing. (a) The Buyer and its Affiliates will use Reasonable Efforts to perform all obligations required to be performed by them in accordance with and pursuant to the Commitment Letters delivered pursuant to Section 5.7. The Buyer and its Affiliates will maintain the same in full force and effect, and, except as permitted by Section 7.4(d), will not amend, terminate or waive any provisions under such Commitment Letters without the prior written consent of the Sellers (which consent shall not be unreasonably withheld, delayed or conditioned). The Buyer and its Affiliates agree that if any counterparty to any such Commitment Letter is in breach of, or fails to perform, its obligations thereunder, then the Buyer and its Affiliates will promptly notify the Sellers of such breach or failure, and will use Reasonable Efforts to take actions necessary to enforce their rights under such Commitment Letters in the event of a breach by any financing source or the occurrence of any other event or condition that impedes or delays or would reasonably be expected to impede or delay the Closing. Notwithstanding anything herein to the contrary, neither Buyer nor its Affiliates shall be required to seek specific enforcement of or commence or prosecute any Legal Proceedings to enforce the Debt Financing Sources’ obligations set forth in, the Debt Commitment Letter. The Buyer will from time to time provide such information as the Sellers may reasonably request regarding the status of such financings and related negotiations.
(b) The Buyer will provide prompt written notice to the Sellers following its receipt of notification by any financing source under the Commitment Letters of such source’s refusal or intended refusal to provide the financing described in the applicable Commitment Letter or if all or any portion of the Financing becomes, or would reasonably be expected to become, unavailable and, in each case, the stated reasons therefor (if any). Upon any such refusal, the Buyer will use Reasonable Efforts to arrange financing to replace the financing intended to be provided by such financing source on terms and conditions no less favorable in the aggregate to Sellers than as set forth in the applicable Commitment Letter as promptly as practicable (“Alternate Financing”). For the purposes of this Agreement, all references to Financing shall be deemed to include such Alternate Financing.
(c) Buyer shall use Reasonable Efforts to take, or cause to be taken, all actions and do, or c...
Actions with Respect to Financing. (a) Parent shall use commercially reasonable efforts to obtain, on or prior to the 45th day after the execution and delivery of this Agreement, (i) a customary commitment letter or definitive agreement (the “Commitment Letter”) from Mxxxxxx Lxxxx Business Financial Services, Inc. (“Mxxxxxx”) or another recognized lender (Mxxxxxx or such other financing source the “Lender”) providing for either (A) an increase in the amount of available borrowing capacity under Parent’s existing credit facility with Mxxxxxx (the “Credit Facility”) to at least $15 million or (B) a revolving working capital facility in the amount not less than $15 million and (ii) the consent of Mxxxxxx to the Transactions (the “Lender Consent”). If Parent shall not have obtained the Commitment Letter and the Lender Consent by the 45th day after the execution and delivery of this Agreement, the Special Committee shall have the right to terminate this Agreement pursuant to Section 7.1(i).
(b) Parent will use commercially reasonable efforts to obtain the financing described in the Commitment Letter and to fulfill the conditions in the Lender Consent. Parent will from time to time provide such information as the Company or the Special Committee may reasonably request regarding the status of such financings and related negotiations, and Parent will provide prompt written notice to the Company following its receipt of notification of (i) the Lender’s refusal or intended refusal to provide the financing described in the Commitment Letter and the stated reasons therefor (if any) and (ii) Mxxxxxx’x refusal or intended refusal to provide the Lender Consent and the stated reasons therefor (if any), and, in the case of a refusal under either clause (i) or (ii), the Special Committee shall have the right to terminate this Agreement upon receipt of such notification.
(c) Parent and the Company shall, and shall cause their accountants, investment bankers, advisors, counsel and other representatives to, provide reasonable cooperation in connection with obtaining the Lender Consent, the Commitment Letter and the financing described in the Commitment Letter.
Actions with Respect to Financing. The Company shall reasonably cooperate with Parent and its Affiliates in connection with the fulfillment of the condition set forth in Section 6.12, including causing the Acquired Companies, and their respective Representatives to (i) provide information to Parent and its Representatives in connection with the preparation of such offering memoranda and documentation as is required under the Commitment Letters, (ii) meet with potential lenders and financing sources at reasonable times upon reasonable advance notice, (iii) assist with the preparation of customary collateral audits and inventory appraisals conducted with respect to debt financings of the type provided in the Debt Commitment Letter and (iv) assist in obtaining any necessary or desirable consents from the suppliers to the Acquired Companies, and agreements to subordinate the security interests in the assets of the Acquired Companies held by the suppliers to the Acquired Companies to the security interests in the assets of the Acquired Companies to be held by the Debt Provider from and after the Closing; provided, however, the failure of Parent and its Affiliates to obtain such consents shall not be deemed to be a breach by the Company of this Section 5.13.
Actions with Respect to Financing. (a) Each of Parent and Merger Sub shall take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Financing on the terms and conditions described in the Financing Commitment; provided, however, that Parent and Merger Sub shall use commercially reasonable efforts to first obtain senior secured financing to be arranged by Barclays Bank PLC, Bank of America, X.X. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and/or any other financial institution of nationally recognized standing that will be amend, amend and restate or replace Parent’s existing senior secured credit facility and, together with cash on hand, will provide Parent with funds sufficient to consummate the Merger, to the extent available on terms reasonably acceptable to Parent. Notwithstanding anything contained in this Agreement or otherwise, Parent and Merger Sub shall have the right from time to time to amend, restate, replace, supplement or otherwise modify (subject to any required consents of the Financing Sources), or waive any of its rights under, the Financing Commitment and/or substitute other debt or equity financing for all or any portion of the Financing from the same and/or alternative financing sources (any such modified financing, an “Alternative Financing”) so long as after giving effect to any such amendment, restatement, replacement, supplement or other modification or waiver, the proceeds from the Financing or any Alternative Financing, together with the cash or cash equivalents otherwise available to Parent, LLC Sub and Merger Sub, will provide Parent, LLC Sub and Merger Sub at the Closing Date with sufficient funds to consummate Mergers and otherwise satisfy all of their obligations under this Agreement, including the payment of the Total Merger Consideration and all fees and expenses reasonably expected to be incurred by Parent, LLC Sub and Merger Sub in connection therewith.
(b) From the date hereof until the earlier of the Closing Date or the date this Agreement is terminated in accordance with Article IX, the Company shall, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause each of its and their respective Representatives, including legal, tax, regulatory and accounting, to, use its reasonable best efforts to provide all cooperation reasonably requested by Parent and/or the Financing Sources to enable Parent and Merger Sub to satisfy the conditions...
Actions with Respect to Financing. In order to assist with obtaining the Financing contemplated by the Financing Commitment, the Company and the Company Subsidiaries shall provide such assistance and cooperation as Parent may reasonably request, including (i) assisting in the preparation of any prospectus, offering memorandum or similar document or marketing material, and, cooperating with lenders, (ii) making senior management of the Company and the Company Subsidiaries reasonably available for customary "road show" or syndication, presentations, lender or proposed financing source meetings and ratings agencies presentations, (iii) cooperating with prospective lenders and their respective advisors in performing their due diligence, (iv) entering into customary agreements with lenders and their respective advisors, and (v) helping procure other definitive financing documents or other reasonably requested certificates or documents, including pledge and security documents, comfort letters, customary certificates (including a certificate of the chief financial officer of the Company with respect to solvency matters), legal opinions and real estate title documentation.
Actions with Respect to Financing. In order to assist with obtaining any Financing, the Company shall use commercially reasonable efforts to provide the following assistance and cooperation to the extent reasonably requested by Parent: (a) assisting in the preparation of any prospectus, offering memorandum or similar document or marketing material, (b) making the Company’s chief executive officer and chief financial officer reasonably available for customary “road show” or other presentations; provided, however, that neither individual may be required to be available for more than four (4) Business Days (including travel time), (c) cooperating with prospective underwriters and their respective advisors in performing their due diligence, and (d) helping procure or otherwise obtain comfort letters, consents and all financial statements required in connection with the Financing; provided, however, that (i) Parent must provide reasonable advance notice of any request for assistance with respect to the Financing, (ii) no assistance or cooperation need be provided by the Company if it would unreasonably interfere with the business or operations of the Company and (iii) all out-of-pocket costs and expenses incurred by the Company (other than legal, accounting or other professional fees) related to any assistance or cooperation provided by the Company with respect to the Financing shall be paid by Parent and in no event shall any such costs or expenses be considered or included as current liabilities for purposes of the Working Capital Adjustment in Section 3.2 or the definition of Working Capital. The consummation of a Financing is not a condition to any obligations of Parent or Merger Sub under this Agreement.
Actions with Respect to Financing. Parent shall use its reasonable best efforts to consummate the Financing contemplated by the Financing Commitments on the terms set forth therein (or terms no less favorable in any material respect to the Parent), which shall include (a) negotiating and executing definitive agreements with respect thereto on the terms and conditions contained therein (or terms no less favorable in any material respect to the Parent) (the “Financing Agreements”) and delivering to the Company a copy thereof promptly after such execution, (b) satisfying (or having waived) on a timely basis all conditions in the Financing Agreements that are within its control, and (c) enforcing its rights under the Financing Commitments and the Financing Agreements. Parent agrees to promptly notify the Company if, at any time prior to the Closing, (i) any Financing Commitment shall expire or be terminated, or be modified or amended in a manner materially adverse to the Company or (ii) any of the financing sources that is a party to any of the Financing Commitments notifies Parent that such source will not provide financing on the terms set forth in such Financing Commitment. Without limiting any of its other obligations, Parent acknowledges and agrees that in the event of any termination or modification of any Financing Commitment that would reasonably be expected to materially delay or prevent the financing contemplated thereby or Parent receives any such notification, Parent shall use reasonable best efforts to arrange for new financing commitments in the same principal amount and otherwise on substantially comparable terms or terms more favorable to Parent. Notwithstanding the foregoing to the contrary, without the prior written consent of the Company, Parent shall not, and shall not permit any of its affiliates to, take any action or enter into any transaction, or amend or alter or agree to amend or alter the Financing Commitments in any manner, materially adverse to the Company or the Company Subsidiaries, if such transaction, alteration or amendment would reasonably be expected to materially delay or prevent the financing contemplated by the Financing Commitments or the consummation of the transactions contemplated by this Agreement.
Actions with Respect to Financing. (a) The Buyer and its Affiliates will perform all obligations required to be performed by them in accordance with and pursuant to any commitment letters for financing (the "Acquisition Financing") for the transactions contemplated hereby, will use reasonable commercial efforts to maintain the same in full force and effect, and will not amend, terminate or waive any provisions under such Commitment Letters in a manner that would materially affect the Buyer's ability to consummate the transactions contemplated hereby without the prior written consent of the Seller Representative. The Buyer will from time to time provide such information as the Seller Representative may reasonably request regarding the status of such financings and related negotiations.
(b) The Buyer will provide prompt written notice to the Seller Representative following its receipt of notification by any financing source under the Commitment Letters or in connection with any substitute debt or other financing of such source's refusal or intended refusal to provide the financing described in the applicable Commitment Letter and, in each case, the stated reasons therefor (if any). In any such event, the Buyer will use reasonable commercial efforts to arrange substitute financing for such financing as promptly as practicable.
Actions with Respect to Financing. (a) Parent and MergerCo will perform all obligations required to be performed by them in accordance with and pursuant to the Commitment Letters for the Acquisition Financing in connection with the transactions contemplated hereby, will use reasonable commercial efforts to maintain the same in full force and effect, and will not amend, terminate or waive any provisions under such Commitment Letters in a manner that would materially affect the Parent’s ability to consummate the transactions contemplated hereby without the prior written consent of the Company. Parent will from time to time provide such information as the Company may reasonably request regarding the status of such Acquisition Financing and related negotiations. The Company agrees to comply with any reasonable request made by Parent for the Company to provide information or take any action in connection with the Acquisition Financing.
(b) Parent will provide prompt written notice to the Company following its receipt of notification by any financing source under the Commitment Letters or in connection with any substitute debt or other financing of such source’s refusal or intended refusal to provide the financing described in the applicable Commitment Letters and, in each case, the stated reasons therefor (if any). In any such event, the Parent will use reasonable commercial efforts to arrange substitute financing for such financing as promptly as practicable.
